Common use of Restrictions on Public Sale by Holders Clause in Contracts

Restrictions on Public Sale by Holders. Restrictions on Public Sale by Securityholders. If requested by the lead managing underwriter, each Securityholder agrees not to effect any public sale or distribution of any Company Securities (including any Reclassified Securities) or of any securities convertible into or exchangeable or exercisable for such Company Securities (including any Reclassified Securities), including a sale pursuant to Rule 144 under the Securities Act, during a period of not more than one hundred and eighty (180) days after, an IPO pursuant to an effective Registration Statement commencing on the effective date of the Registration Statement (the “Lock-Up Period”), unless expressly authorized to do so by the lead managing underwriter; provided, however, that if any other holder of securities of the Company shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding the foregoing, the Securityholders shall not be required to sign lock-up agreements unless all of the Company’s directors, officers and securityholders owning one percent (1%) or more of the Company’s fully diluted voting stock have signed lock-up agreements with the managing underwriters. Any such lock-up agreements signed by the Securityholders shall contain reasonable and customary exceptions, including, without limitation, the right of a Securityholder to make transfers to certain Affiliates and transfers related to securities owned by Securityholders as a result of open market purchases made following the closing of the applicable offering. The Company shall be authorized to impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the relevant period.

Restrictions on Public Sale by Holders. Restrictions on Public Sale by Securityholders. If requested by the lead managing underwriter, the Company and each Securityholder Holder of Registrable Securities agrees not to effect any public sale or distribution of any Company Registrable Securities (including any Reclassified Securities) or of any securities convertible into or exchangeable or exercisable for such Company Securities (including any Reclassified Registrable Securities), including a sale pursuant to Rule 144 under the Securities Act, or otherwise to make a Demand Request or a Form S-3 Demand, during a period of not more than ten (10) days before and one hundred and eighty (180) days after, in the case of an IPO pursuant to an effective Registration Statement IPO, or ninety (90) days after, in the case of any other firm underwriting public offering of securities of the Company, commencing on the effective date of the Registration Statement registration statement relating to such IPO or public offering (the “Lock-Up Period”), unless expressly authorized to do so by the lead managing underwriter; provided, however, that if any other holder of securities of the Company that is subject to a similar lock-up period shall be subject to a shorter period or receives more advantageous terms than the period or terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and and, notwithstanding the foregoing, the Securityholders Holders shall not be required to sign lock-up agreements unless all of the Company’s directors, executive officers and securityholders securities holders owning one five percent (15%) or more of the Company’s fully diluted voting stock Registrable Securities have signed lock-up agreements with the managing underwriters. Any such lock-up agreements signed by the Securityholders Holders shall contain reasonable and customary exceptions, including, without limitation, including the right of a Securityholder Holder to make transfers to certain Affiliates and transfers related to shares of securities owned by Securityholders Holders as a result of open market purchases made following the closing of the applicable offeringIPO. The Company shall be authorized to may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the relevant period.

Restrictions on Public Sale by Holders. Restrictions on Public Sale by Securityholders. If requested by Each Holder hereby agrees that, if and whenever the lead managing underwriter, each Securityholder agrees not Company (i) proposes to effect register any public sale or distribution of any Company Securities (including any Reclassified Securities) or of any its equity securities convertible into or exchangeable or exercisable for such Company Securities (including any Reclassified Securities), including a sale pursuant to Rule 144 under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable best efforts to effect the registration of any Registrable Securities and Registrable Preferred under the Securities Act pursuant to a Demand Registration, such Holder will not, without the prior written consent of the managing underwriter in an underwritten offering, during a the period of not more than one commencing on the date that is ten (10) days prior to, and for up to one-hundred and eighty (180) days after, an IPO pursuant to an effective Registration Statement commencing on the effective date of such registration or the Registration Statement date of the prospectus for such offering (if later) (the “Lock-Up Period”), unless expressly authorized effect (other than pursuant to do so by such registration) any public sale or distribution, including, without limitation, any sale pursuant to Rule 144, of any Registrable Securities or Registrable Preferred, any other equity securities of the lead managing underwriterCompany or any securities convertible into or exchangeable or exercisable for any equity securities of the Company; provided, however, that if any other holder of securities of the Company shall be is or becomes subject to a shorter period Lock-Up Period or receives more advantageous terms relating to the Lock-Up PeriodPeriod under any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters), then the Lock-Up Period shall be such shorter period and also on such more advantageous terms terms. The Company shall use its best efforts to cause all of the Company’s directors and notwithstanding the foregoing, the Securityholders shall not be required officers to sign lock-up agreements unless all of the Company’s directors, officers and securityholders owning one percent on comparable terms in connection therewith (1%) or more of the Company’s fully diluted voting stock have signed lock-up agreements with on such terms as may be required by the managing underwritersunderwriter). Any such lock-up agreements signed by the Securityholders Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a Securityholder Holder to make transfers to certain Affiliates and transfers related to securities owned by Securityholders as a result of open market purchases made following the closing of the applicable offeringAffiliates. The Company shall be authorized to may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restrictions until the end of the relevant period.

Restrictions on Public Sale by Holders. Restrictions on Public Sale by Securityholders. If requested by the lead managing underwriterunderwriter with respect to any firm underwriting public offering in which Holders are permitted to participate hereunder, each Securityholder Holder of Registrable Securities agrees not to effect any public sale or distribution of any Company Registrable Securities (including any Reclassified Securities) being registered or of any securities convertible into or exchangeable or exercisable for such Company Securities (including any Reclassified Registrable Securities), including a sale pursuant to Rule 144 under the Securities Act, during a period of not more than one hundred and eighty (180) 180 days afterafter any firm underwriting public offering of Common Stock of the Company, an IPO pursuant to an effective Registration Statement commencing on the effective date of the Registration Statement (the “"Lock-Up Period”"), unless expressly authorized to do so by the lead managing underwriter; provided, however, that if any other holder of securities of the Company shall be is subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and notwithstanding terms. Notwithstanding the foregoing, the Securityholders Holders shall not be required to sign lock-up agreements unless other Persons permitted to include securities on such Registration Statement and all of the Company’s 's directors, officers and securityholders shareholders owning one percent (1%) 5% or more of the Company’s 's fully diluted voting stock have signed substantially similar lock-up agreements with the managing underwriters. Any such lock-up agreements signed by the Securityholders Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a Securityholder to make transfers to certain Affiliates and transfers related to securities owned by Securityholders as a result of open market purchases made following the closing of the applicable offering. The Company shall be authorized to impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of the relevant period.